SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 6010
October 17, 2008

Mr. Benjamin C. Croxton
Chief Executive Officer World Energy Solutions, Inc.
3900A 31
st Street North
St. Petersburg, Florida 33714

  RE:  World Energy Solutions, Inc.
   Form 10-KSB for the year ended December 31, 2007    Form 10-QSB for the quarter ended March 31, 2008    Form 10-Q for quarter ended June 30, 2008    File No. 0-25097

Dear Mr. Croxton:
We have reviewed your letter dated October 8, 2008 and have the following
additional comments. Where in dicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
 We look forward to working with you in these respects.  We welcome any
questions you may have about our  comments or any other aspect of our review.  Feel free
to call us at the telephone numbers lis ted at the end of  this letter.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
October 17, 2008
Page 2  Form 10-KSB for the year ended December 31, 2007

Item 8A. Controls and Procedures, page 15

1. We note your proposed revisions in respons e to prior comment 1.  We note that
your disclosure controls and procedures were  not effective so as to timely identify
correct and disclose information required  to be included in your SEC reports.
Additionally we note that that your intern al controls over financial reporting were
not effective so as to timely identify, corre ct and disclose information required to
be disclosed in your SEC reports.  The la nguage that is currently included after
the word "not effective" in your disclosu res appears to be su perfluous, since the
meaning of "disclosure controls and pr ocedures” and “internal controls over
financial reporting” are established by  Exchange Act Rules 13a-15(e) and 13a-
15(f), respectively.  Please revise your disclosures accordingly.  This comment also applies to your subs equent quarterly reports.
 2. As a related matter, we note your disclosu re “this report on disclosure controls
and procedures and internal controls a nd procedures over financial reporting shall
not be deemed filed for purposes of Secti on 18 of the Securities Exchange Act of
1934….”  Please revise your disclosures to cl arify that this disclosure relates only
to management’s report on internal contro l over financial reporting.  In this
regard, please note that the informati on required by Item 307 of Regulation S-B
must be filed, not furnished.
 Forms 10-Q for the quarters ended March 31, and June 30, 2008

 3. We note your proposed revisions in respons e to prior comments 5 and 6.  Please
revise your disclosure to remove the paragraph regarding Section 18 liability of
the Exchange Act, since you did not provi de a report on internal controls over
financial reporting.

******************

As appropriate, please amend your documents, and respond to these comments
within 10 calendar days.  Please furnish a c over letter that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
October 17, 2008 Page 3
You may contact Eric Atallah, Staff Accountant at (202) 551-3663 or me at (202)
551-3643 regarding comments on the financial stat ements and related matters.  In this
regard, do not hesitate to contact Martin Ja mes, Senior Assistant Chief Accountant, at
(202) 551-3671 with any other questions.

        S i n c e r e l y ,

          Kevin L. Vaughn
Accounting Branch Chief